Annual report pursuant to Section 13 and 15(d)

Note 11 - Share-based Compensation

v3.20.1
Note 11 - Share-based Compensation
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
1
1
.
Share-based Compensation
 
All stock option awards are amortized based on their graded vesting over the requisite service period of the awards. Compensation costs are recognized over the requisite service period using the accelerated method and included in general and administrative expenses.
 
Stock Incentive Plan
 
The Company has various stock option and stock-based incentive plans and agreements whereby stock options and restricted stock awards (“RSUs”) were made available to certain employees, directors and others approved by the Company’s Board of Directors (the “Board”) or Compensation Committee. Stock options are granted at, or above, fair market value and generally expire in
five
to
ten
years from the grant date. RSUs are granted at the fair market value on the date of grant and generally become exercisable over a period of up to
four
years. Awards typically vest and are issued only if the participants remain employed by the Company through the vesting date. Stock options and RSUs are issued from shares under the Company’s plan described below. Grants
may
be made in the form of stock options, restricted stock units, unrestricted common stock or stock appreciation rights (“SARs”).
 
On
April 23, 2014,
the Company’s Board adopted the
2014
Amended and Restated Stock Incentive Plan (the
“2014
Plan”). The
2014
Plan was approved by the Company’s shareholders at the
2014
Annual Meeting and became effective as of the date it was adopted by the Board of Directors. The
2014
Plan provided for the issuance of a maximum of
2.0
million shares of common stock in connection with the grant of stock-based or stock-denominated awards. On
July 19, 2018,
the Company’s stockholders approved the reservation of an additional
1.0
million shares to be issued under the
2014
Plan. On
May 15, 2019,
the Company’s stockholders approved the reservation of an additional
1.0
million shares to be issued under the
2014
Plan. As of
December 31, 2019,
a total of approximately
1.2
million common shares remained available for future grant under the
2014
Plan.
 
The Company granted stock options under the
2014
Plan during the years ended
December 31, 2019
and
2018,
respectively.
 
Shares Forgone to Satisfy Minimum Statutory Withholdings
 
During the years ended
December 31, 2019
and
2018,
shares of common stock were issued to employees and directors as their restricted stock awards vested or stock options were exercised. Under the terms of the Company’s stock plans, at the election of each employee, the Company can authorize a net settlement of distributable shares to employees after satisfaction of an individual employees' tax withholding obligations. For the years ended
December 31, 2019
and
2018,
the Company received
0.1
million shares and less than
0.1
million shares, respectively, from employees for tax withholding obligations.
 
Restricted Shares
 
During the year ended
December 31, 2019,
the Company granted less than
0.1
million restricted shares. During the year ended
December 31, 2018,
the Company granted
0.1
million restricted shares. Restricted shares entitle the holder to receive, upon meeting certain vesting criteria, a specified number of shares of the Company’s common stock. Stock-based compensation cost of restricted shares is measured by the market value of the Company’s common stock on the date of grant. Compensation cost associated with certain restricted share grants also takes into account market conditions in its measurement.
 
The following table summarizes restricted share activity, excluding the Company’s employee stock purchase plan, for the years ended
December 
31:
 
   
 
 
 
 
Weighted
   
 
 
 
   
 
 
 
 
average
   
 
 
 
   
 
 
 
 
grant
   
 
 
 
   
Number of
   
date fair
   
Aggregate
 
   
shares
   
value
   
fair value
 
                         
Unvested at December 31, 2017
   
12,459
    $
2.61
     
 
 
Granted
   
125,000
     
1.37
     
 
 
Vested
   
(4,116
)    
2.60
    $
13,749
 
Vested shares forgone to satisfy minimum statutory withholding
   
(2,134
)    
2.60
    $
4,695
 
Forfeitures
   
(1,626
)    
2.60
     
 
 
                         
Unvested at December 31, 2018
   
129,583
     
1.42
     
 
 
Granted
   
26,000
     
7.04
     
 
 
Vested
   
(58,314
)    
3.17
    $
712,969
 
Vested shares forgone to satisfy minimum statutory withholding
   
(71,269
)    
3.17
    $
422,779
 
Forfeitures
   
-
     
-
     
 
 
Unvested at December 31, 2019
   
26,000
    $
7.04
     
 
 
 
As of
December 31, 2019,
there was
$0.2
million of pre-tax total unrecognized compensation cost related to non-vested restricted shares, which will be adjusted for future forfeitures, if any. The Company expects to recognize such cost over the period ending in
2021.
 
 
Employee Stock Purchase Plan
 
In
May 2014,
the Company received approval from stockholders to adopt an employee stock purchase plan ("ESPP") effective
October 2014 (
collectively the “Original ESPP”). Under the Original ESPP,
200,000
shares of common stock were authorized for purchase by eligible employees at a
15%
discount through payroll deductions during the
six
-month offering periods. Shares were purchased in whole numbers and generally would be the last day of the offering period. On
September 7, 2016,
the Company received approval from shareholders for an additional
350,000
shares.
No
employee
may
purchase more than
$25,000
worth of fair market value shares in any calendar year. As allowed under the ESPP, a participant
may
elect to withdraw from the plan, effective for the purchase period in progress at the time of the election with all accumulated payroll deductions returned to the participant at the time of withdrawal. As of
December 31, 2019,
there were
217,688
shares remaining available for future issuance. The following table summarizes the activity relating to the Company’s ESPP program for the years ended
December 31:
 
   
2019
   
2018
 
Compensation expense
  $
43,030
    $
33,874
 
Shares of stock sold to employees
   
33,742
     
43,433
 
Weighted average fair value per ESPP award
  $
3.94
    $
2.45
 
 
Stock Options
 
The Company calculates the fair value of stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of the Company’s common stock over the most recent period commensurate with the expected life of the stock option granted. The Company uses historical volatility because management believes such volatility is representative of prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The Company determines expected lives as the average of the vesting period and the contractual period. Dividend yields have
not
been a factor in determining fair value of stock options granted as the Company has never issued cash dividends and does
not
anticipate issuing cash dividends in the future.
 
During the year ended
December 31, 2019,
the Company granted
0.7
million stock options, of which
0.1
million were issued to Board members at exercise prices based on the stock price as of the date of grant with a vesting period of
12
months. During the year ended
December 31, 2018,
the Company granted
0.8
million stock options, of which
0.2
million were issued to Board members at exercise prices based on a preceding
five
-day average price on the date of grant with a vesting period of
12
months. The following tables detail the various stock option and inducement stock option activity for the years ended
December 31:
 
   
 
 
 
 
 
 
 
 
Weighted-
   
 
 
 
   
 
 
 
 
 
 
 
 
Average
   
 
 
 
   
Number
   
Weighted-
   
Remaining
   
Aggregate
 
   
of Authorized
   
Average Exercise
   
Contractual
   
Intrinsic
 
2014 Plan (Options)
 
Shares
   
Price
   
Term (in Years)
   
Value
 
Outstanding at December 31, 2017
   
1,962,500
    $
2.44
     
3.18
    $
-
 
                                 
Granted
   
825,000
    $
3.14
     
3.64
     
 
 
Exercised
   
(10,953
)    
2.15
     
 
     
12,159
 
Exercised shares forgone to satisfy minimum statutory withholding
   
(5,134
)    
2.15
     
 
     
 
 
Cashless exercise
   
(33,079
)    
2.15
     
 
     
 
 
Forfeited
   
(514,167
)    
2.62
     
 
     
 
 
                                 
Outstanding at December 31, 2018
   
2,224,167
    $
2.67
     
3.01
    $
1,719,584
 
                                 
Exercisable at December 31, 2018
   
1,101,910
    $
2.52
     
 
     
 
 
                                 
Granted
   
670,000
     
3.77
     
4.40
     
 
 
Exercised
   
(213,056
)    
2.33
     
 
     
624,462
 
Exercised shares forgone to satisfy minimum statutory withholding
   
(51,339
)    
2.33
     
 
     
 
 
Cashless exercise
   
(184,493
)    
2.33
     
 
     
 
 
Forfeited
   
(101,946
)    
3.63
     
 
     
 
 
                                 
Outstanding at December 31, 2019
   
2,343,333
    $
2.99
     
1.81
    $
12,989,767
 
                                 
Exercisable at December 31, 2019
   
1,501,750
    $
2.69
     
 
     
 
 
 
Aggregate Intrinsic Value = Excess of market value over the option exercise price of all in-the-money stock options.
 
   
 
 
 
 
 
 
 
 
Weighted-
   
 
 
 
   
 
 
 
 
 
 
 
 
Average
   
 
 
 
   
Number
   
Weighted-
   
Remaining
   
Aggregate
 
Inducement
 
of Authorized
   
Average Exercise
   
Contractual
   
Intrinsic
 
Options
 
Shares ( 1 )
   
Price
   
Term (in Years)
   
Value
 
Outstanding at December 31, 2017
   
-
    $
-
     
-
    $
-
 
                                 
Granted
   
125,000
     
2.55
     
5.42
     
111,250
 
Exercised
   
-
     
-
     
-
     
-
 
Forfeited
   
-
     
-
     
-
     
-
 
                                 
Outstanding at December 31, 2018
   
125,000
    $
2.55
     
5.42
    $
111,250
 
                                 
Granted
   
-
     
-
     
-
     
-
 
Exercised
   
-
     
-
     
-
     
-
 
Forfeited
   
-
     
-
     
-
     
-
 
                                 
Outstanding at December 31, 2019
   
125,000
    $
2.55
     
4.42
    $
747,500
 
                                 
Exercisable at December 31, 2019
   
49,479
    $
2.55
     
 
     
 
 
 
Aggregate Intrinsic Value = Excess of market value over the option exercise price of all in-the-money stock options.
 
(
1
) Represents inducement stock options to purchase shares of the Company's Common Stock to executive level managers.
 
The following table summarizes information about stock options outstanding at
December 31, 2019:
 
       
Options Outstanding
   
Options Exercisable
 
2014 Plan (Options):
                                       
Range of Exercise Prices
 
Number of
Shares
Outstanding
   
Weighted-Average Remaining
Contractual Life
   
Weighted-Average Exercise Price
   
Number of
Shares
Exercisable
   
Weighted-
Average
Exercise Price
 
                                             
$2.01
-
$3.00
   
1,348,333
     
0.56
    $
2.36
     
1,106,333
    $
2.38
 
$3.01
-
$4.00
   
600,000
     
3.53
    $
3.26
     
316,667
    $
3.27
 
$4.01
-
$5.00
   
395,000
     
4.40
    $
4.70
     
78,750
    $
4.70
 
                                             
Outstanding at December 31, 2019
   
2,343,333
     
1.81
    $
2.99
     
1,501,750
    $
2.69
 
 
The following is the average fair value per share estimated on the date of grant and the assumptions used for options granted during the years ended
December 31:
 
Stock Options:
 
2019
   
2018
 
Expected volatility
 
 36%
to
38%
   
 35%
to
49%
 
Risk free interest rate
 
 1.80%
 to
2.36%
   
 2.43%
to
2.88%
 
Expected lives at date of grant (in years)
 
 
4.63
 
   
 
3.83
 
 
Weighted average fair value of options granted
 
 
$1.61
 
   
 
$1.00
 
 
 
Stock-based compensation expense
 
The following table presents the total stock-based compensation expense, which is included in selling, general and administrative expenses for the years ended
December 31 (
in thousands):
 
   
2019
   
2018
 
Restricted share expense
  $
190
    $
78
 
Stock option and SARs expense
   
807
     
879
 
Total stock-based compensation expense
  $
997
    $
957
 
 
Share Repurchase Program
 
On
September 30, 2019,
the Company’s Board of Directors approved a stock repurchase program (the “Share Repurchase Program”) authorizing the Company to repurchase up to
$5.0
million of the Company’s outstanding common stock through
2020.
Repurchases under the Share Repurchase Program will be subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s existing Credit Agreement. As of
December 31, 2019,
the Company had availability of
$9.9
million on its Revolver, all of which could be used to fund stock repurchases, subject to the restrictions and limitations of its Credit Agreement. Repurchases under the program
may
take place in the open market or in privately negotiated transactions and
may
be made under a Rule
10b5
-
1
plan. The Share Repurchase Program does
not
obligate the Company to repurchase shares and
may
be suspended, terminated, or modified at any time.
 
As of
December 31, 2019,
the Company had
not
repurchased any shares under the Share Repurchase Program.